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Post by silentknight on Jul 3, 2017 14:53:52 GMT -5
To be fair, MNKD did file the report TODAY, so at first glance it does appear to be new information. I'm not a fan of SA but all this started because MNKD couldn't keep their financial house in order to begin with. Better late than never I suppose, but it only further reinforces the idea that MNKD management is inept. If these warrants were issued in 2016 and we're getting a SEC filing now, that's just plain embarrassing, not to mention confusing. IMO... Mankind is just cleaning up the mess in their past filings/paperwork to avoid any hiccups during a potential BO or RM... If it's a reverse merger I won't be surprised if ONE DROP emerges as a potential candidate ... Well, time will tell. I believe it has less to do with a BO or RM and more to do with what is legally required of them as a publicly traded company. I don't buy into any of the BO/RM arguments at all. That's been speculated for years. |
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Post by tchalaa on Jul 3, 2017 15:00:32 GMT -5
When going through the S-1 I had the feeling this was a cleaning up and I can assure you that we are on a new track ... they are recurrent huge deals in the making
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Post by akemp3000 on Jul 3, 2017 15:04:29 GMT -5
Mannkind Corporation issued the S-1 Form early this morning authorizing new warrants to be issued. The form has a check box requirement to indicate if these warrants are an amendment or correction to an earlier registration. The box is not checked. SA has nothing to do with this.
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Post by babaoriley on Jul 3, 2017 15:30:00 GMT -5
There likely isn't any mess at all. Often, along with issuance of warrants comes the promise of the company to register the sale of the shares subject to those warrants. Often, the registration is not done contemporaneously with the offer and sale of the warrants (or units, consisting of stock and the warrants). Most investors will insist that the shares they would buy if they exercise the warrants will be freely trade-able, and by registering that purchase transaction, the shares received could be traded the very same day as the warrant was exercised. Sometimes there is a hold period on the exercise of warrants, and therefore, there really is no need to register the transaction anytime soon after the initial offering of units.
Yet, people who don't understand warrants, are spreading all sorts of "information" and speculating on far out possibilities, when this action by MNKD doesn't at all imply such things.
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Post by babaoriley on Jul 3, 2017 15:32:28 GMT -5
When going through the S-1 I had the feeling this was a cleaning up and I can assure you that we are on a new track ... they are recurrent huge deals in the making Now, that is an interesting post. "There are recurrent huge deals in the making." Not "there may be" or "I really think there may be" but, "there are." |
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Post by bmkb24 on Jul 3, 2017 15:57:41 GMT -5
IMO... Mankind is just cleaning up the mess in their past filings/paperwork to avoid any hiccups during a potential BO or RM... If it's a reverse merger I won't be surprised if ONE DROP emerges as a potential candidate ... Well, time will tell. Personally I would be shocked. One Drop has under $10M in capital looking at their funding rounds. I know right?! But here is how I see it…
1. ONE DROP is a privately owned company that would love to become a publicly traded one 2. Their concept is ground breaking in their field (i.e. seamless integration with mobile technology & subscription based sales) 3. ONE DROP needs to expand their existing product line, to attract more users and increase their sales, and this is where Afrezza comes into the picture. 4. As being part of the merged entity MNKD would not need to spend lots of funds on marketing Afrezza. The design aspect of combined product line, affordability and also what I’ve mentioned in my point 2, would do that for them. 5. Together, ONE DROP and MNKD/Afrezza can be a very attractive investment/partnership opportunity, which could potentially solve their cache problem. 6. Announcement of such merger would have a great effect on the near term pps of MNKD (via possible shortsqueeze) and improve the valuation going forward . So as you can see the both companies can benefit from such merger. And by just tracking all the recent events & filings starting from the time when MNKD & ONE DROP announced about their partnership, this might not seem as impossible as it would in the first place. |
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Post by peppy on Jul 3, 2017 19:39:27 GMT -5
When going through the S-1 I had the feeling this was a cleaning up and I can assure you that we are on a new track ... they are recurrent huge deals in the making Now, that is an interesting post. "There are recurrent huge deals in the making." Not "there may be" or "I really think there may be" but, "there are." is this a recurrent hedge deal?
VALENCIA, Calif., June 29, 2017 (GLOBE NEWSWIRE) -- MannKind Corporation (Nasdaq:MNKD) (TASE:MNKD) and affiliates of Deerfield Management Company L.P. ("Deerfield") have entered into an exchange and third amendment to their facility agreement (the "Facility Agreement"), pursuant to which MannKind's $10 million principal maturity previously due on July 18, 2017 will be extended to October 31, 2017, subject to certain conditions, the existing minimum liquidity covenant is reduced as fully described below, and Deerfield will exchange $5 million of the Amended and Restated 9.75% Senior Convertible Notes due December 2019 (the "Tranche 4 Notes") for 3,584,230 shares of MannKind's common stock (the "Exchange Shares"). The exchange price for the Exchange Shares is $1.395 per share. The principal amount being repaid and exchanged under the Tranche 4 Notes represents the principal amount that would have otherwise become due and payable in December 2019.
Pursuant to the terms of the exchange and amendment agreement, Deerfield has agreed to extend its existing $10 million principal maturity from July 18, 2017 to August 31, 2017 and, subject to certain conditions on that date, further extend it to October 31, 2017.
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Advertising/Reversed starting is 15 days. The new label dates were August?
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Post by agedhippie on Jul 3, 2017 20:21:41 GMT -5
Now, that is an interesting post. "There are recurrent huge deals in the making." Not "there may be" or "I really think there may be" but, "there are." is this a recurrent hedge deal?
VALENCIA, Calif., June 29, 2017 (GLOBE NEWSWIRE) -- MannKind Corporation (Nasdaq:MNKD) (TASE:MNKD) and affiliates of Deerfield Management Company L.P. ("Deerfield") have entered into an exchange and third amendment to their facility agreement (the "Facility Agreement"), pursuant to which MannKind's $10 million principal maturity previously due on July 18, 2017 will be extended to October 31, 2017, subject to certain conditions, the existing minimum liquidity covenant is reduced as fully described below, and Deerfield will exchange $5 million of the Amended and Restated 9.75% Senior Convertible Notes due December 2019 (the "Tranche 4 Notes") for 3,584,230 shares of MannKind's common stock (the "Exchange Shares"). The exchange price for the Exchange Shares is $1.395 per share. The principal amount being repaid and exchanged under the Tranche 4 Notes represents the principal amount that would have otherwise become due and payable in December 2019.
Pursuant to the terms of the exchange and amendment agreement, Deerfield has agreed to extend its existing $10 million principal maturity from July 18, 2017 to August 31, 2017 and, subject to certain conditions on that date, further extend it to October 31, 2017.
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Advertising/Reversed starting is 15 days. The new label dates were August?
I think what it is is Deerfield going Greenhill room to work. My gut feeling is that Greenhill is Deerfield's idea and Greenhill are going to go after a partner or sale aggressively. I am quite tempted to buy back in and hedge with Puts in October. It looks like Deerfield is giving Mannkind until October 31st to find a deal and avoid dilution. |
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Post by agedhippie on Jul 3, 2017 20:43:13 GMT -5
Personally I would be shocked. One Drop has under $10M in capital looking at their funding rounds. I know right?! But here is how I see it…
1. ONE DROP is a privately owned company that would love to become a publicly traded one 2. Their concept is ground breaking in their field (i.e. seamless integration with mobile technology & subscription based sales) 3. ONE DROP needs to expand their existing product line, to attract more users and increase their sales, and this is where Afrezza comes into the picture. 4. As being part of the merged entity MNKD would not need to spend lots of funds on marketing Afrezza. The design aspect of combined product line, affordability and also what I’ve mentioned in my point 2, would do that for them. 5. Together, ONE DROP and MNKD/Afrezza can be a very attractive investment/partnership opportunity, which could potentially solve their cache problem. 6. Announcement of such merger would have a great effect on the near term pps of MNKD (via possible shortsqueeze) and improve the valuation going forward . So as you can see the both companies can benefit from such merger. And by just tracking all the recent events & filings starting from the time when MNKD & ONE DROP announced about their partnership, this might not seem as impossible as it would in the first place. With the usual disclaimer that this is my view... One Drop has a serious problem if it pairs up with Afrezza, they destroy's their business model. Once you are on insulin insurers will provide you with strips for less than the cost of One Drop. That leaves the cloud integration which has been available for years with companies like Glooko or Diasend. Glooko in particular is far more advanced on the data collection side than One Drop and is already integrated into quite a few hospital systems and insurers (it's a nice product as well). So that only leaves the coaches which may be worth paying for out of pocket, or you can use the free ones the insurer provides. One Drop's USP is the strips. The market then is people on high deductible plans, or without insurance. The catch for Afrezza is that the pricing needs to be manageable for people in that group. I would expect at least some if not all of their contracts to have 'most favored nation' clauses in them - if Mannkind sell at a lower price then the insurer/Medicare get the same price. I don't know about pharma contracts but I have seen those clauses before elsewhere. I guess Matt would have a better idea if I am anywhere near the mark with that. |
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Post by thall on Jul 3, 2017 21:20:49 GMT -5
Certainly is complicated. One thing I wonder is if a subscription test strip service is profitable, why don't any of the other makers do it. Or if One Drop were competitive with it, what would stop the other makers from offering the same service?
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Post by agedhippie on Jul 3, 2017 22:11:37 GMT -5
Certainly is complicated. One thing I wonder is if a subscription test strip service is profitable, why don't any of the other makers do it. Or if One Drop were competitive with it, what would stop the other makers from offering the same service? The strips can be bought off Amazon for $11.50 per 50 so it's likely profitable for One Drop since they are selling for more than that and will be paying less, probably much less. It's a low margin, high volume business so the slick marketing matters. The other vendors are going after the insurance market which is orders of magnitude larger. |
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Post by derek2 on Jul 4, 2017 6:19:21 GMT -5
If warrants are issued with exercise dates more than 1 yr in the future, then the shares required to cover the warrants do not need to be issued and registered until such time that they are considered a current liability, with an exercise date of < 1 yr. However, what happened here was that the warrants were issued in July 2016 with an expiry of 2018 and were immediately exerciseable, so the shares to support the warrants should have been registered in 2016. This filing fixes that. At the time there would have need to be 50M shares registered. Due to the RS, only 10M are required now. I haven't looked at the 10Q from June 30 2016, but it could be that there were 50M registered and unencumbered shares available then, but that the number has diminished in the last year and this S-1 brings MNKD into compliance or keeps them there. Like has been said - could be just housekeeping. Regardless - it's shares and not warrants that are being registered here. From: www.sec.gov/divisions/corpfin/guidance/sasinterp.htm |
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Post by akemp3000 on Jul 4, 2017 7:27:34 GMT -5
derek2 - Best explanation so far. The S-1 form is the initial form for new securities. The fact that the securities were not registered initially would explain why the check box was not marked indicating this is an amendment or correction to an earlier registration. It does now appear this was a housekeeping procedure. If so, we can now all return to our normally wild speculations regarding buyouts, reverse mergers, bankruptcy, Arab shipments, RLS and more  Thanks! |
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Post by matt on Jul 4, 2017 7:44:58 GMT -5
If warrants are issued with exercise dates more than 1 yr in the future, then the shares required to cover the warrants do not need to be issued and registered until such time that they are considered a current liability, with an exercise date of < 1 yr. Most investors (unlike underwriters who have their own set of rules) will insist that shares be reserved against future issuance at the time of the deal regardless of when the warrant expires. In this case the warrants were registered under the S-3 dated April 18, 2016 which was declared effective as of April 27, and the company issued the required 424B5 prospectus supplement on May 10. That should have been the end of it. All I can figure out is that there was some defect in the 424B5 that rendered it inaccurate so it had to be amended. May of 2016 did not seems to be a good time for MNKD compliance since that is the same period where the director warrants went unreported. I suspect the two events are related and that this is truly just correction of minor reporting errors. Why fix the errors now when the warrants are so far underwater? One reason to get the ducks in a row (and this is pure speculation) because the the company may be preparing to reprice the outstanding warrants. A number of companies that have needed to raise capital unilaterally reduced the exercise price of their outstanding warrants in order to stimulate immediate exercise. That might involve a repricing deal that lowers the exercise price so something in the money, say $1.20 per share but only if exercised by July 15, instead of the face value of $7.50. Since the shares are already registered and reserved this would not require additional securities filings other than a one-page 8-K, and it may be the fastest way to get some quick cash. It would be dilutive in the sense that the issued and outstanding shares would increase, but the company can claim they didn't increase authorized shares or sell any new securities which would also be true. The original deal was done by Rodman & Renshaw and this is exactly the kind of transaction they, and their clients, would jump on. If there are 9.7 million warrants outstanding and they get repriced to $1.20, that is potentially $11.6 million in proceeds (less some fees), good for about 45 days of additional runway. |
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Post by sportsrancho on Jul 4, 2017 8:47:20 GMT -5
Sean M. Clayton sclayton@cooley.com June 30, 2017 MannKind Corporation 25134 Rye Canyon Loop, Suite 300 Valencia, CA 91355 Ladies and Gentlemen: by MannKind Corporation Subscribe July 3rd, 2017 MannKind Corporation Delaware Cooley Share Download Exhibit 5.1 Sean M. Clayton +1 858 550 6034 sclayton@cooley.com June 30, 2017 MannKind Corporation 25134 Rye Canyon Loop, Suite 300 Valencia, CA 91355 Ladies and Gentlemen: You have requested our opinion, as counsel to MannKind Corporation, a Delaware corporation (the “Company”), with respect to certain matters in connection with the sale by the Company of up to an aggregate of 9,708,737 shares (the “Shares”) of the Company’s common stock, par value $0.01 (“Common Stock”), issuable upon the exercise of certain warrants to purchase Common Stock, including up to 7,281,553 shares issuable upon the exercise of Series A Common Stock Warrants (the “Series A Warrants”) and up to 2,427,184 shares issuable upon the exercise of Series B Common Stock Warrants (the “Series B Warrants”). The Series A Warrants and Series B Warrants are collectively referred to herein as the “Warrants.” The Shares are issuable upon the exercise of the Warrants, pursuant to the Registration Statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), including the related prospectus included within the Registration Statement (the “Prospectus”), pursuant to Rule 424(b) promulgated under the Act. All of the Shares are to be sold by the Company as described in the Prospectus. In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Warrants, the Company’s Amended and Restated Certificate of Incorporation, as amended, its Amended and Restated Bylaws, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof. We express no opinion to the extent that, notwithstanding its current reservation of shares of Common Stock, future issuances of securities of the Company and/or adjustments to outstanding securities, including the Warrants, of the Company may cause the Warrants to be exercisable for more shares of Common Stock than the number that remains authorized but unissued. Further, we have assumed the Exercise Price (as defined in the Warrants) will not be adjusted to an amount below the par value per share of the Common Stock. 4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COMMannKind Corporation June 30, 2017 Page Two On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable. We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley LLP By: /s/ Sean M. Clayton Sean M. Clayton 4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM |
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Thanks! 
